PALMER FUND SERVICES (UK) LIMITED

ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS

The Company's principal activity is to conduct regulated and unregulated administration activities. The Company will continue to offer these services in the future. In the period, the Company has been establishing it's operating platform.

During the financial year and at the date of this report, the company maintained a Directors' and Officers' liability insurance policy, which constitutes a qualifying third-party indemnity provision as defined in section 234 of the Companies Act 2006. The policy provides cover for directors in respect of certain liabilities arising in the course of their duties, including legal defence costs, subject to its terms and conditions.

The Board of Directors confirms that, so far as it is aware, there is no relevant audit information of which the Company's auditor is unaware; and has taken all the steps that it ought to have taken as Directors to make themsleves aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

The Directors are responsible for preparing the Annual Report and financial statements of Palmer Fund Services (UK) Limited (the "Company") in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial period.

Under the law, the Directors have elected to prepare the financial statements in accordance with UK- adopted international accounting standards in conformity with the requirements of Companies Act 2006.

In preparing these consolidated financial statements, the Directors are required to:

* select suitable accounting policies and then apply them consistently;

* make judgements and estimates that are reasonable and prudent;

* state whether they have been prepared in accordance with UK-adopted international accounting standards, subject to any material departures disclosed and explained in the financial statements;

* assess the Company's ability to continue as a going concern, disclosing, as applicable, matters releted to going concern; and

* prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Company will continue in existence.

The Directors are responsible for keeping adequate records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the consolidated financial statements comply with the Companies Act 2006. The Directors are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

In our opinion:

In our opinion, based on the work undertaken in the course of our audit:

In the light of the knowledge and understanding of the company and their environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

The financial statements have been prepared in accordance with UK-adopted International Accounting Standards.

New Accounting Standards, amendments to existing Accounting Standards and/or interpretations of existing Accounting Standards (separately or together, "New Accounting Requirements") adopted during the current year

The following new standards and amendments were effective during the year ended 31 March 2025:

Amendments to IAS 1 - Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants

These amendments clarify how conditions with which an entity must comply within twelve months after the reporting period affect the classification of liabilities. They also introduce enhanced disclosure requirements regarding covenants. The amendments had no impact on the Company's financial statements, as the classification of liabilities and existing covenants were already compliant with the clarified guidance as there are no covenants to comply with.

Amendments to IAS 7 and IFRS 7 - Supplier Finance Arrangements

These amendments introduce new disclosure requirements relating to supplier finance arrangements, aimed at increasing transparency around the effects of such arrangements on an entity's liabilities and cash flows. The Company does not currently use supplier finance arrangements, and these amendments had no impact on the financial statements.

The following standards and amendments have been issued but are not yet effective as of 31 March 2025:

IFRS 18 - Presentation and Disclosure in Financial Statements

IFRS 18 was issued in April 2024 and is effective for annual reporting periods beginning on or after 1 January 2027. The standard introduces new defined categories (operating, investing, and financing) for the statement of profit or loss, standardises the presentation of subtotals such as operating profit, and requires disclosure of management-defined performance measures. The Company is evaluating the impact of Iin 18, which is expected to affect the presentation of the financial statements but not the recognition or measurement of any amounts.

Amendments to IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments

These amendments, issued in May 2024, clarify aspects of the classification and measurement of financial assets, including guidance on contractual cash flow characteristics (e.g. ESG-linked features), and require enhanced disclosures. The Directors do not expect these amendments to have a material impact on the Company's financial statements.

Items included in the financial statements are measured using the currency of the primary economic environment in which the Company operates, its functional currency. As all costs incurred and financing received by the Company are in Pounds Sterling ("GBP" or "£"), this is considered to be its functional and presentational currency.

Monetary assets and liabilities are translated into £ at the rate of exchange ruling at the financial position date. Foreign exchange gains or losses resulting from settlement of such transactions and from the translation at the year end exchange rates of monetary assets and liabilities denominated in foreign currencies are presented net in the Statement of Comprehensive Income.

Cash and cash equivalents include cash in hand, deposits held at call with banks and other short term investments in an active market with original maturities of three months or less.

Financial instruments

Financial assets are classified under IFRS 9 as financial assets at fair value through profit or loss, fair value through other comprehensive income or at amortised cost as appropriate. Financial liabilities within the scope of IFRS 9 are classified as financial liabilities are fair value through profit or loss or amortised cost as appropriate.

Borrowings are initially recognised at cost, being the fair value of the consideration received, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost using the effective interest method. Any difference between the proceeds (net of financing costs) and the redemption value is recognised within the Statement of Comprehensive Income on an effective interest basis. Costs incurred for financing are capitalised and offset against the outstanding debt in the Statement of Financial Position.

Borrowings are composed of interest bank borrowings with due dates of more than one year.

Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the date of the Statement of Financial Position.

Capitalised finance costs are amortised using the effective interest method. Loan facility interest is recognised at the effective interest rate.

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.

Income tax on the profit or loss for the period presented comprises current and deferred tax. Income tax is recognised in the Consolidated Statement of Comprehensive Income except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Revenue is recognised in accordance with IFRS 15 when control of the promised services is transferred to the customer. For fixed-fee contracts where the Group provides a stand-ready obligation to perform services as needed over a contractual term, revenue is recognised over time, on a straight-line basis, as this reflects the continuous transfer of control and provides a faithful depiction of performance.

Where cash is received in advance of performance, it is recorded as deferred revenue within current liabilities and recognised as revenue as the performance obligation is satisfied. Payment is typically received quarterly in advance in accordance with the terms of the customer contract.

Expenses of the Company are recognised on an accruals basis.

Interest income and interest expense

Interest income is recognised within 'Other income' in the Statement of Comprehensive Income using the effective interest method, except for borrowing costs relating to qualifying assets, which are capitalised as part of the cost of the asset. It includes interest income from cash and cash equivalents.

The effective interest method is a method of calculating the amortised cost of a financial asset or financial liability and of allocating the interest income or interest expense over the relevant period.

The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts throughout the expected life of the financial instrument, or a shorter period where appropriate, to the net carrying amount of the financial asset or financial liability.

The preparation of financial statements in accordance with UK-adopted international accounting standards requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the period. Actual results could differ from those estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. There were no material estimates or assumptions made at the period end.

The company generates revenue exclusively from the provision of regulated and unregulated accounting, fund administration, and company secretarial services to institutional fund clients and therefore considered substantially one stream. All revenue is considered UK generated. Revenue is recognised over time, as the services are delivered and the clients receive and consume the benefits of the services simultaneously. All revenue arises from a single performance obligation and a single operating segment. As such, no further disaggregation of revenue is considered necessary.

There have been no share-based payments paid in the period.

Disclosed below are the compensation and benefits earned by employees of the Company who are also Directors of the Company. Included in the aggregate remuneration paid to key management of the Company below is £490,000 salary (2024: £408,333) and £39,200 of employer pension contributions (2024: £nil) for services performed for other companies in the group. This reflects the fact that some remuneration paid to key management of the Company is recharged to other group companies to reflect work those individuals do for other companies in the group. The employee related expenses shown in the Statement of Comprehensive Income and note 4 below therefore include the expenses in the table below, less the £490,000 (2024: £408,333) salary and £39,200 (2024: £nil) of employer pension contributions which whilst paid to Directors of the Company, is a cost recognised in the Company's immediate parent.

The intercompany debtor balance relates to obligations from other Group Companies. £54k of the year end balance relates to working capital advances made to the Company's subsidiary company.

Intercompany payables relate working capital advances and cost recharges from the Company's parent where the Company's immediate parent has settled payroll obligations on it's behalf.

Credit risk arises from cash and cash equivalents, deposits with banks, and amounts receivable from related parties and third parties. The Company considers the credit risk on cash and cash equivalents to be minimal as funds are held with reputable financial institutions with high credit ratings. Trade and other receivables are assessed for expected credit loss, with no provision recognised as the risk of default is considered immaterial.

The maximum exposure to credit risk is the carrying amount of each class of financial asset as disclosed above.

The Company monitors its cash flow requirements and ensures that it maintains sufficient reserves of cash to meet obligations as they fall due. All of the Company's financial liabilities as at the reporting date are due within 12 months.

The Company is not exposed to significant market risk. It does not hold any interest-bearing loans, foreign currency balances, or equity investments. Consequently, there is no material interest rate risk, currency risk or other price risk.

There were no events after year end that require adjustments to the financial statements or disclosures to the notes.

The Company is a wholly-owned subsidiary of Palmer Fund Services (Holdings) Limited (“PFSHL”). Palmer Street Limited has a 40% shareholder, Marwyn Value Investors (MVI), which is considered a related party under IAS 24 due to its significant influence over the group and therefore the Company. Additionally, an employee of Marwyn Value Investors serves as a director on the board of Palmer Street Limited. As such, PFSHL, MVI and the employee of Marwyn Value Investors are related parties to the Company for the purposes of IAS 24 - Related Party Disclosures.

During the Year, Palmer Fund Services (UK) Limited utilised office space in Marwyn Value Investors's UK office, as allowed under the management agreement entered into by Palmer Street Limited. There were no direct payments made by Palmer Fund Services (UK) Limited to Marwyn Value Investors for the use of this office space however it reimbursed a portion of expenses incurred by Palmer Street Limited to Marwyn Value Investor sunder the aforementioned agreement. The total amount reimbursed by Palmer Fund Services (UK) Limited for the period ended 31 March 2025 was £18,000 (2024: £12,750).

No deferred tax asset has been recognised in respect of tax losses due to the uncertainty of timing of future taxable profits against which the losses could be utilised.

The Company's objectives when managing capital are to safeguard its ability to continue as a going concern, while maintaining sufficient capital to meet the requirements set by the Financial Conduct Authority (FCA) and other regulatory bodies, where applicable.

The Company monitors its capital structure on an ongoing basis and ensures that it holds adequate resources to support the nature and scale of its operations. Capital is defined for this purpose as equity attributable to shareholders, adjusted for any regulatory capital deductions.

The Company is subject to externally imposed capital requirements under FCA rules, and has complied with those requirements throughout the reporting period. The Directors manage capital with regard to these requirements, including reviewing forecasts, capital adequacy metrics, and regulatory filings as part of regular Board oversight processes.